Amd. #1 To 401(k) Matched Savings Plan

EXHIBIT 10.1


AMENDMENT ONE TO
COMPUCOM SYSTEMS, INC.
401(k) MATCHED SAVINGS PLAN


WHEREAS, effective January 1, 1998, CompuCom Systems, Inc. ("the Company") established the CompuCom Systems, Inc. 401(k) Matched Savings Plan (the "Plan") for the benefit of employees of the Company and its affiliated entities; and


WHEREAS, the Company amended and restated the Plan in its entirety, effective as of May 1, 1996; and


WHEREAS, the Company wants to amend the Plan, effective on January 1, 1998, to change the definition of Contribution Period from each Plan Year to each calendar quarter, for the purpose of making Matching Contributions to the Plan and to eliminate the 1,000 Hours of Service eligibility requirement for Matching Contributions; and


NOW, THEREFORE, pursuant to its authority under Section 19.1 of the Plan, the Company amends the Plan, effective January 1, 1998, as follows:


1. Existing Section 6.1 is deleted in its entirety, and the following is
substituted in its place:


"6.1 Contribution Period


Prior to January 1, 1998, the Contribution Period for all Employer
Contributions under the Plan was each Plan Year. Effective January 1,
1998, the Contribution Period for Matching C ...